REG - UBS ETFs - UBS ETF, SICAV – Notice to Shareholders – EGM

CS SAAnnouncement

08/03/2021 08:05

RNS Number : 3608R
  
UBS ETFs
  
08 March 2021
  
 

UBS ETF
Société anonyme
Société d'Investissement à Capital Variable (SICAV)
Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg
R.C.S. Luxembourg: no. B 83626
 
 
EXTRAORDINARY GENERAL MEETING
 
 
Notice is hereby given to the shareholders of UBS ETF (the "Company") that an EXTRAORDINARY GENERAL MEETING (the "EGM") of the shareholders of the Company will be held before Notary HELLINCKX, a Luxembourg notary professionally residing in Cents, at the notary's premises located at 101 rue de Cents, L- 1319 Cents, Grand Duchy of Luxembourg  on 17 March 2021 at 2:00 pm, with the following agenda:
 
AGENDA
 
1.     Restatement of the Company's articles of incorporation (the "Articles") without changing the corporate object of the Company [and the current articles 12 and 14 of the Articles[1]], in order to, inter alia, update outdated references to laws and regulations contained in the Articles and change the name of the Company from "UBS ETF" to "UBS (Lux) Fund Solutions".
 
2.    Miscellaneous.
A draft of the amended and restated Articles which are to be voted on can be obtained, free of charge, at the registered office of the Company and downloaded from the website www.ubs.com/etf.
 
Subject to the passing of the resolutions at the convened meeting, the effective date of the changes will be the date of the EGM, i.e. 17 March 2021.
 
Specific Rules of voting at the EGM
 
The shareholders are advised that a quorum of 50 % of the outstanding shares of the Company is required and that the decision in relation to the agenda will be taken at a majority of 2/3[2] of the votes expressed by the shareholders present or represented at the EGM.
 
If the EGM is not able to deliberate and vote on the above-mentioned proposal for lack of quorum, a further meeting will be convened to deliberate and vote on the same agenda. At such further meeting, there will be no quorum required and resolutions on the agenda will be taken at the same majority requirements as above mentioned by the shareholders present or represented at the meeting. Forms of proxy received for the EGM to be held on 17 March 2021 will remain valid and will be used to vote at the reconvened meeting, if any, having the same agenda unless expressly revoked. 
 
The quorum at the EGM will be determined according to the shares issued and outstanding at midnight (Luxembourg time) on the fifth day prior to the EGM (i.e. March 12, 2021) (the "Record Date"). The rights of a shareholder to participate at the EGM and to exercise a voting right attaching to his/her/its shares are determined in accordance with the shares held by this shareholder at the Record Date.
For shareholders who are holding shares in the Company through a financial intermediary or clearing agent e. g. the bank where they safekeep their shareholding, it should be noted that:
-           the proxy form must be returned to the financial intermediary or clearing agent e.g.. the bank where they safekeep their shareholding in good time for onward transmission to the Company by  12 March 2021.
Due to the exceptional circumstances of the Coronavirus COVID-19 and the measures taken by the Luxembourg government, shareholders who would like to participate to the Extraordinary Meeting are required to do so by completing and signing either the voting form or the proxy form enclosed for your convenience.
No in-person attendance to the Extraordinary Meeting is possible.
 
Only those shareholders who are holding their shares by being directly registered in the Company´s share register should send either the enclosed Form of Proxy or Voting Form  by e-mail to Luxembourg-Domiciliarygroup@statestreet.com and/or by fax to +352 46 40 10 413 no later than 15 March 2021 close of business in Luxembourg. 
The original Form of Proxy or Voting Form as applicable shall then be sent by mail to the registered office of the Company, State Street Bank International GmbH, Zweigniederlassung Luxemburg, 49, avenue J.F. Kennedy, L-1855 Luxembourg to the attention of Domiciliary Services.
 
Proxy forms and Voting forms may be obtained by simple request at the same email address.
 
 
Luxembourg, 8 March 2021
By Order of the Board of Directors
 
 
UBS ETF
Société d'Investissement à Capital Variable (SICAV)
Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg
R.C.S. Luxembourg: no. B 83626
 

 

 
FORM OF PROXY

 

 
 
I/we __________________________the undersigned,  herewith give proxy for 
________________________all my/our shares of
 
 
UBS ETF (the "Company")
 
to the Chairman of the shareholders' meeting with full power of substitution to exercise on my/our behalf the voting rights relating to my/our shares at the Extraordinary General Meeting of the shareholders of UBS ETF to be held in Luxembourg on 17 March 2021 at 2:00 pm (Luxembourg time) and at any meeting to be held thereafter for the same purpose, with the same agenda, to act and vote on the matters set out in the following agenda:
 
 
AGENDA
 
1.   Restatement of the Company's articles of incorporation (the "Articles") without changing the corporate object of the Company [and the current articles 12 and 14 of the Articles ], in order to, inter alia, update outdated references to laws and regulations contained in the Articles and change the name of the Company from "UBS ETF" to "UBS (Lux) Fund Solutions".
 
FOR       AGAINST        ABSTAIN    
 
 
2.    Miscellaneous. 
 
FOR        AGAINST       ABSTAIN 
 
 
I/we hereby give and grant full power and authorization to do and perform all and everything necessary or incidental to the exercise of the powers herein specified and we hereby ratify and confirm that said proxy shall lawfully do or cause to be done by virtue hereof.
 
 
 
Signed:                                                  Date:                                                    
 
 
 
The Form of Proxy should be sent by e-mail to Luxembourg-Domiciliarygroup@statestreet.com and/or by fax to +352 46 40 10 413 no later than 15 March 2021 close of business in Luxembourg. The original Form of Proxy shall then be sent by mail to the registered office of the Company (Attn. Domiciliary Services).
 
 
UBS ETF
Société d'Investissement à Capital Variable (SICAV)
Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg
R.C.S. Luxembourg: no. B 83626
 

 

VOTING FORM 

 

 
 
The undersigned__________________________________,
 
Holder of_________________________________ shares of 
 
UBS ETF (the "Company")
 
Hereby declares that he/she/ it is not attending in person to the  Extraordinary General Meeting of the shareholders of UBS ETF to be held in Luxembourg on 17 March 2021 at 2:00 pm (Luxembourg time) and at any meeting to be held thereafter for the same purpose, with the following  agenda:
 
 
AGENDA
 
3.   Restatement of the Company's articles of incorporation (the "Articles") without changing the corporate object of the Company [and the current articles 12 and 14 of the Articles ], in order to, inter alia, update outdated references to laws and regulations contained in the Articles and change the name of the Company from "UBS ETF" to "UBS (Lux) Fund Solutions".
 
4.    Miscellaneous. 
 
 
The undersigned hereby votes as follow on the proposed resolutions of the Extraordinary General Meeting of the shareholders:
 
1.    Restatement of the Company's articles of incorporation (the "Articles") without changing the corporate object of the Company [and the current articles 12 and 14 of the Articles ], in order to, inter alia, update outdated references to laws and regulations contained in the Articles and change the name of the Company from "UBS ETF" to "UBS (Lux) Fund Solutions".
 
FOR       AGAINST        ABSTAIN    
 
 
2.    Miscellaneous. 
 
FOR        AGAINST       ABSTAIN 
 
 
 
 
Signed:                                                  Date:                                                    
 

 


[1] To be confirmed. If there are amendments to such articles, specific majority condition of 75% foreseen in the Articles will apply 


[2] Please see footnote 1.
 
 
 


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